EXHIBIT 10.114(a)

                                February 13, 2004

Mr. Robert Farias
3436 Verdugo Road, Suite 250
Glendale, CA 91208

RE: FARIAS LOAN TO NOW SOLUTIONS- AGREEMENT

Dear Mr. Farias,

The  following  letter  will  confirm  the  terms of the loan to be made by you,
Robert Farias ("Farias"), to Now Solutions,  LLC. ("Now Solutions").  Farias and
we hereby confirm the following terms:

1. Farias shall loan Now  Solutions  $500,000 in cash (the  "Loan")  immediately
upon execution of the agreement.

         2. Now Solutions shall issue a promissory  note (the "$500,000  Note"),
bearing interest at ten percent (10%) per annum of even date herewith.  The note
shall be secured  pursuant to the Security  Agreement of even date herewith.  In
the event that Now  Solutions  receives any monies due to a capital  infusion or
upfront  licensing  fees from a  reseller  that is outside  its normal  scope of
business  (i.e,  not part of software  sales in the regular course of business),
Now Solutions shall pay fifty percent (50%) of the cash proceeds to Farias to be
applied to the outstanding balance under the $500,000 Note.

3. Vertical Computer Systems, Inc.  ("Vertical"),  shall pledge a thirty percent
(30%)  ownership  interest in Now  Solutions  to Farias,  pursuant to the thirty
percent (30%) Interest Ownership Pledge,  between Vertical and Farias,  attached
hereto and incorporated by this reference. Until Now Solutions has satisfied its
obligations  under the $500,000 Note,  Farias will be made a permanent Member of
Now Solutions' executive committee.

4. In consideration of the $500,000 loan to Now Solutions,  Farias shall receive
a five percent (5%) royalty of  sales/revenues  by Now Solutions of its software
that exceed  $8,000,000 per year (the "Royalty"),  payable sixty (60) days after
the end of the year in which  sales  accrued  up to  $500,000.  Upon  receipt of
$500,000 in royalties from Now Solutions, Farias' rights to receive the five (5)
percent royalty shall terminate. In the event that Now Solutions makes a sale of
the of the Hospital/Health care component to and Now Solutions does not maintain
the revenue stream for such a sale,  then the royalty base shall be decreased to
$8,000,000 less the pro-rata amount of such sale.

5. In  consideration  of the  loan,  Now  Solutions'  parent  company,  Vertical
Computer  Systems,  Inc.  ("Vertical"),  shall issue the following to Farias (a)
five (5) year warrants to purchase  5,000,000 shares of Vertical common stock at
a $0.01 per share;  (b) five (5) year warrants to purchase  5,000,000  shares of
Vertical  common  stock at a $0.02  per  share;  (c) five (5) year  warrants  to
purchase 5,000,000 shares of Vertical common stock at a $0.03 per share, and (d)
5,000,000 shares of Vertical common stock subject to Rule 144 Regulation. In the
event that  $250,000  has not been paid  toward the note on or before  March 15,
2004, then Vertical shall immediately  issue an additional  5,000,0000 shares of
Vertical  common stock subject to Rule 144  Regulation.  These  warrants and the
common shares of stock shall have so-called "piggy-back" registration rights.


If the foregoing  meets with your  approval,  please sign in the space  provided
below.



                                Sincerely,


                                ------------------------------------------------
                                Richard Wade
                                Chairman, Now Solutions, LLC
                                President/CEO of Vertical Computer Systems, Inc.





ACCEPTED AND AGREED:


---------------------------
Robert Farias